Select Committee on Standards and Privileges Seventh Report

Annex VV

Transcript of interview with Mr Roger Davies

held on 9 April 2001

MS FILKIN: I am afraid I have one or two questions to go through so bear with me, if you would not mind. Could I start off my asking you to give me your correct title when you were working for Transfer Technology in 1990 or 1991?

MR DAVIS: Sorry, could you give me the dates again?

MS FILKIN: The time in question; 1990, 1991.

MR DAVIS: With Transfer Technology Ltd I would have been the finance director.

MS FILKIN: That is lovely. Thank you. Were you a shareholder at the time?


MS FILKIN: Just for the record so I have it absolutely correct, what is your correct title now in your present role?

MR DAVIS: Financial controller.


MR DAVIS: Financial controller.


MR DAVIS: Colin Mear Engineering Ltd.

MS FILKIN: Could you spell that for me so I have it right?

MR DAVIS: That is C-O-L-I-N M-E-A-R.

MS FILKIN: Engineering?


MS FILKIN: Thank you very much. I think you know what I am about. I am carrying out an inquiry on behalf of Parliament into what Mr Robinson said to Parliament through the Standards & Privileges Committee in 1998. The complaint I have to deal with is the complaint which said he misled that Committee, so that is what I have to look at.

MR DAVIS: Right.

MS FILKIN: What happens in companies which Mr Robinson was involved with, or what your role was, other than in relation to Mr Robinson, are not my affair, and I am not looking into any matter concerned with you.

MR DAVIS: Right.

MS FILKIN: What I am doing is ---

MR DAVIS: That is good!

MS FILKIN: What I am doing is looking into the matter of whether or not Mr Robinson did tell the truth, as he knew

it at the time of course. He may know other things now, and whether indeed that was all there was to the story. Could I start off by asking you what the plans were for Transfer Technology in December 1990. I believe there had been proposals to sell it. Can you recall what those plans were?

MR DAVIS: We were actively pursuing a plan to merge with Central & Shearwood plc.

MS FILKIN: Right. Had the decision actually been taken by December 1990 to sell it to Central & Shearwood?

MR DAVIS: You know, I am not completely sure of the dates, but I would think there were heads of agreement if there was not a formal agreement.

MS FILKIN: Thank you. What was the relationship between those two companies at that time?

MR DAVIS: No relationship other than the fact I believe Geoffrey was chairman of both sets of interests.

MS FILKIN: Yes. He owned Transfer Technology and he had shareholdings - did he? - in Central & Shearwood.

MR DAVIS: That is not within my knowledge.

MS FILKIN: No. Right. At that time, that is December 1990, when those negotiations were under way, can you recall whether there were any major outstanding debts at Transfer Technology at that time?

MR DAVIS: That is so long ago that I would be speculating trying to come up with any specifics.

MS FILKIN: Were there any major debts which were of concern in relation to that sale?

MR DAVIS: There was an indebtedness from - yes, that is right - another of Geoffrey's companies, with Roll Centre in the States, which obviously could not go forward into a plc.

MS FILKIN: Explain that to me. Why could it not go forward into a plc?

MR DAVIS: Because it would have amounted to, been tantamount to, a loan to a director.

MS FILKIN: Yes. Thank you. Can you recall about how much that debt was at that time?

MR DAVIS: I am only going on the figures I have seen from the ledger that I discovered and certain papers I have seen since. I believe it is 350,000, there or thereabouts.

MS FILKIN: I have seen what it sounds as if you have seen, the long-form report prepared by PWC.

MR DAVIS: I never actually saw the full long-form report, believe it or not.


MR DAVIS: I may have seen the same extract as you.

MS FILKIN: Yes. It is from there I get the information but by the time that was prepared there was an outstanding debt still from Roll Centre. Can you recall what had created that debt?

MR DAVIS: This was sort of operating cash for operating purposes, plus the balance on a piece of equipment we had supplied.

MS FILKIN: Can you remember how much each was?

MR DAVIS: I am getting a split of about 150, 200 in my mind. 150 on the machine, I think.

MS FILKIN: That was still outstanding?


MS FILKIN: You have explained to me why it was necessary to get that debt paid off at that time, while those negotiations were going on, so whom did you discuss that debt with at the time and whom did you discuss what the process was going to be to get that debt paid off?

MR DAVIS: I do not know whether I pointed this out to Brenda Price or to Geoffrey.

MS FILKIN: But you pointed it out to one or other of them, that it was an issue?

MR DAVIS: Yes, that it would be an on-going problem to them.

MS FILKIN: What was their response?

MR DAVIS: I cannot recollect any direct response at that time.

MS FILKIN: Did Mr Robinson say he would get it settled or he would do anything to deal with it himself?

MR DAVIS: Probably I got the usual response, "Don't worry about it".

MS FILKIN: I see! Did you approach anyone else, anybody else at Roll Centre, for example, to settle the debt?


MS FILKIN: So it was just Geoffrey or his PA?


MS FILKIN: Yes. Can you recall whether anybody at any point did offer to settle that debt?

MR DAVIS: No recollection at all.

MS FILKIN: So he did not suggest, other than saying you are not to worry, who might settle the debt?

MR DAVIS: No, I do not think so at the time, no.

MS FILKIN: In addition to that outstanding debt to Roll Centre, were there any other major debts at that time?

MR DAVIS: They would only have been trading debts.

MS FILKIN: What about the outstanding bill for management services to Lock, the Hollis subsidiary?

MR DAVIS: There was not an outstanding bill for management services from Lock.

MS FILKIN: What makes you say that?

MR DAVIS: Because when Geoffrey mooted this and I refer to the point made in my affidavit, I have no recollection of an invoice being raised for that. My memory on that is further strengthened by the fact that if we had had, shall we say, exceptional/non-recurring income within our income for that year, with Geoffrey's - shall we say, the terms on which the merger was to take place being based on a multiple of earnings - I think this is an item which Coopers in their long-form report would have drawn attention to.

MS FILKIN: Did you know that a proposal and agreement to provide those management services from Transfer Technology had to be made and that some services had been provided by Transfer Technology?

MR DAVIS: I am not aware of any agreement.

MS FILKIN: Or any services?

MR DAVIS: I am aware we have assisted them with some electronic advice on a number of occasions.

MS FILKIN: So you cannot tell me whether that anticipated fee --- What you are telling me, as I understand it, is that that anticipated fee which Mr Robinson anticipated, as far as you know, was not for services provided by Transfer Technology?

MR DAVIS: As I say, if you look at my affidavit he did say to me on one occasion, "I think they ought to pay something", and that, to be perfectly honest, was the last I heard of it.

MS FILKIN: Thank you. Were you aware that Geoffrey Robinson had raised an invoice for those services with TransTec's name on the top of it on 24th October 1990?

MR DAVIS: Sorry, can you say that to me again?

MS FILKIN: Were you aware at the time, that is in December 1990, that Geoffrey Robinson had raised an invoice for services on 24th October 1990 with the payee stated as Transfer Technology?

MR DAVIS: No, I was not made aware of that until two years ago.

MS FILKIN: Thank you. So he did not at any time make you aware that he had requested that fee of £200,000 ----

MR DAVIS: Not to the best of my knowledge and belief.

MS FILKIN: Prior to December 1990, would a sum of £200,000 coming into the company have been regarded as a large sum for that company?

MR DAVIS: Not particularly. Most of the contracts ---- I mean we had £1 million contracts, we had £200,000 machinery sales. The subsidiary was regularly billing quarter of million sums, so it was not an unusual amount from my recollection.

MS FILKIN: You are, I believe, aware that a payment of £200,000 did come into Transfer Technology in December 1990 ---

MR DAVIS: That I cannot deny because I was the person who discovered it.

MS FILKIN: Quite. What do you think that payment was for?

MR DAVIS: That payment was treated as a reduction of the Roll Centre debt.

MS FILKIN: Why was it treated in that way?

MR DAVIS: Because I am presuming at the time it must have been funds introduced, either repaid by the Roll Centre or from Geoffrey's resources, which we used to, shall we say, bring the debt down to the amount of the trading items so, shall we say, my earlier worries or fears potentially about going into a plc with a debt due from a company which is in the sole ownership of one of its directors could be avoided. The exact source of that cash I just cannot recollect.

MS FILKIN: So you are saying to me you cannot recall who made it but it must have been somebody who was trying to reduce the Roll Centre debt.

MR DAVIS: Or Geoffrey, yes.

MS FILKIN: Or Geoffrey Robinson.

MR DAVIS: Called-in the debt or ----


MR DAVIS: I spent three hours on this one with the DTI and, to be perfectly honest, I cannot recollect.

MS FILKIN: The date in the accounts is given as 10th December, whereas the date on the nominal ledger gives 30th December. What do you make of that discrepancy?

MR DAVIS: I cannot answer for the date. You say "the date in the accounts", which accounts?

MS FILKIN: It is a schedule produced by PWC which looks as if that is the date on which it is entered somewhere in the books of Transfer Technology.


MS FILKIN: Could that have been entered by you, having been told by Mr Robinson that that cheque was coming in to settle that debt, rather than when it actually arrived?

MR DAVIS: I could not really say that any more. I do not know. I would normally have put the date on as it appeared on the bank statement, to be quite honest, but the exact ---- To be perfectly frank with you, when I discovered this transaction it, shall we say, came as a --- I just had no recollection of it until I came across it. The point about exact dates ---- If I could have found the cash book, I could have resolved all of this, but the date in the nominal is just the date it was --- it could even be the date it was posted.

MS FILKIN: Fine. So you are saying ---

MR DAVIS: I cannot ascribe any ----

MS FILKIN: Particular ----

MR DAVIS: ---- importance to the date which may appear in that ledger.

MS FILKIN: Yes. Now that you have had these pieces of information brought to your attention and you now know what is available, can you give me any other information which would enable me to understand these events? What is your opinion about what happened and what the sequence of events was?

MR DAVIS: I have no opinion on it. I have given the facts as I can recollect them. As I have said to the DTI repeatedly, I stand by the fact the company did not receive a management fee, there was a receipt for £200,000 which I was the unfortunate person to have discovered, and for me to speculate on the ultimate source of that would be unfair to your investigations and to any parties involved, because that is all it would be at this stage, speculation. This all happened ten, eleven, years ago, an episode of my life I closed the book on and, to be quite honest, it keeps rearing its head and I just wish it would go away.

MS FILKIN: I am sure.

MR DAVIS: I cannot make it go away!

MS FILKIN: I do understand.

MR DAVIS: I could give you a very --- in respect for my position, I could give you a very simple and easy answer to this which would make my life very much simpler and you would go away, but I cannot do that because I do not believe that any answer I give would necessarily be the correct one. I have been consistent on this through all the DTI phone calls, and they came down here to see me, I would love to be able to give you a positive answer but I cannot. It is not being evasive it is just that my recollection is insufficient for me to venture an opinion.

MS FILKIN: But I am correct from your earlier answers that you are convinced that this was a payment to reduce that Roll Centre debt?

MR DAVIS: That is how I treated it accounting-wise, yes. It was not treated as income in the books of Transfer Technology.

MS FILKIN: Thank you very much. You will forgive me asking the question I now have to ask you but I am sure you will understand why I have to, if necessary will you be willing to repeat on oath all the things you have said to me in front of the Standards & Privileges Committee of the House of Commons?

MR DAVIS: I am not prepared to go public.

MS FILKIN: I am sorry?

MR DAVIS: Would that be in private or in public?

MS FILKIN: All the information given to an inquiry in the House of Commons is eventually published in a report.

MR DAVIS: What I do not want is the press hanging round.

MS FILKIN: Of course not, but the Standards & Privileges Committee, as you know, has the powers to require anybody to appear before it, so it can require you to appear. The question I was asking you was, if they do require you to appear before them, will you be willing to give the information you have given to me on oath?

MR DAVIS: I believe so, yes.

MS FILKIN: Thank you. It is, I am sure you understand, a matter of formality that I have to ask you that. I am very, very grateful to you for taking your time. What I will now do is have a tape made of what you have said to me, I will send you a copy. If you would like to read it carefully and correct it if anything is incorrect ---

MR DAVIS: You will send me a transcript, will you?

MS FILKIN: Yes, --- or add anything which you believe will make it clearer, or if there are breaks in the tape, which sometimes there are, if you would fill them in. If I could trouble you to get that back to me as fast as possible, I would be most grateful, because ---

MR DAVIS: I understand you are ----

MS FILKIN: I am trying to clear it for the election, yes.

MR DAVIS: The sooner it is cleared, the sooner I shall be happy!

MS FILKIN: Of course. Mr Davis, can you tell me which address I ought to send it to?

MR DAVIS: When will you have that available?

MS FILKIN: I hope within two days.

MR DAVIS: If you send that to my Solihull address, I shall be there again on Thursday.

MS FILKIN: That is * * *?

MR DAVIS: Yes. I can get that back to you ---

MS FILKIN: Could you remind me of the number * * *?

MR DAVIS: * * *.

MS FILKIN: * * *, Solihull.


MS FILKIN: Thank you very much indeed, Mr Davis. I will get that off to you as fast as we can.


MS FILKIN: Thanks a lot. Goodbye.

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